Republic of the
Supreme Court
|
REPUBLIC OF THE PHILIPPINES, represented by DANTE
QUINDOZA, in his capacity as Zone Administrator of the Bataan Economic Zone, Petitioner, - versus - COALBRINE INTERNATIONAL PHILIPPINES, INC. and SHEILA
F. NERI, Respondents. |
G.R.
No. 161838 Present: VELASCO,
JR., NACHURA, PERALTA, and MENDOZA, JJ. Promulgated: April 7, 2010 |
x-----------------------------------------------------------------------------------------x
PERALTA, J.:
Assailed
in this petition for review on certiorari filed by petitioner is the
Decision[1]
dated
The
Export Processing Zone Authority (EPZA), predecessor of the Philippine Economic
Zone Authority (PEZA), is the owner of the Bataan Hilltop Hotel and Country
Club, located at the Bataan Export Processing Zone, Mariveles,
On
August 4, 1994, EPZA, now PEZA, and
respondent Coalbrine International Philippines, Inc. entered into a
contract in which the latter would
rehabilitate and lease the Bataan Hilltop Hotel, Golf Course and Clubhouse for
twenty-five (25) years, which commenced on January 1, 1994, and renewable for
another twenty-five (25) years at the option of
respondent Coalbrine. Respondent
Sheila F. Neri was the Managing Director of the hotel.
On
On
April 3, 1998, respondent Coalbrine filed with the RTC of Manila a Complaint
for specific performance with prayer for the issuance of a temporary
restraining order (TRO) and/or writ of preliminary injunction with damages
against PEZA and/or Bataan Economic Zone wherein respondent Coalbrine sought to
declare that PEZA had no valid cause to rescind the contract to rehabilitate
and lease; and to enjoin PEZA from
taking over the hotel and country club and from disconnecting the water and
electric services to the hotel. The complaint is pending with Branch 17 of the
RTC of
On April 24, 2002, respondents Coalbrine and Neri filed with the
RTC of Balanga, Bataan, a Complaint for damages with prayer for the issuance of
a TRO and/or writ of preliminary prohibitory/mandatory injunction against Zone
Administrator Quindoza, docketed as Civil Case No. 548-ML. Respondent alleged
that: in October 2001, Quindoza started to harass the hotel's operations by
causing the excavation of the entire
width of a cross-section of the only road leading to the hotel for the supposed
project of putting up a one length steel pipe; that such project had been
stopped, which, consequently, paralyzed the hotel's operations; respondent Neri
undertook the construction of a temporary narrow access ramp in order that the
hotel guests and their vehicles could pass through the wide excavations; Quindoza had also placed a big “ROAD CLOSED”
sign near the hotel, which effectively
blocked all access to and from the hotel and created an impression that the
hotel had been closed; in the last week of March 2002, Quindoza cut the pipelines
that supplied water to the hotel to the great inconvenience of respondents and the hotel guests, and, subsequently,
the pipelines were reconnected. Respondents prayed for the payment of damages,
for the issuance of a TRO and a writ of preliminary injunction to enjoin
Quindoza from cutting or disconnecting the reconnected water pipelines to the
hotel and from committing further acts of harassment; and to cause the
construction of a reasonable access road at Quindoza's expense.
Administrator Quindoza, through the Solicitor General, filed
a Motion to Dismiss[3] on
the following grounds:
1. The Honorable Court has no jurisdiction over the instant case;
2. The Honorable Court is an improper venue for the instant case;
3. Plaintiff (respondent Coalbrine) is guilty of forum shopping;
4. With respect to plaintiff (respondent) Neri, the complaint states no cause of action against defendant;
5. The complaint is fatally defective for being unauthorized.
On
Administrator Quindoza filed a Motion for Reconsideration, which the RTC
denied in its Order[5]
dated
On
On
Hence, petitioner is now before us in a petition for review
on certiorari raising the lone
issue of respondent Neri's lack of
proof of authority to file the complaint in the RTC of Balanga, Bataan,
which was docketed as Civil Case No. 548-ML.
In their Comment, respondents argue that the Republic of the
Philippines was not a party to the civil
case subject of this petition, hence, it has no personality to file the instant
petition for review; that the RTC Order denying the motion to dismiss the
complaint was a mere interlocutory order, thus, the same is not appealable and
not a proper subject of a petition for certiorari unless it was shown
that there was a grave abuse of discretion in its issuance; that petitioner had
already filed an answer to the complaint incorporating the grounds stated in
their motion to dismiss; and that respondents had already presented their
evidence by way of an opposition to the motion to dismiss and in support
of their application for the issuance of
a writ of preliminary mandatory injunction.
In its Reply, petitioner argues that it has the personality
to file this petition, since Administrator Quindoza is being sued for damages for
certain acts he performed in an official capacity; that the denial of
petitioner's motion to dismiss was tainted with grave abuse of discretion,
which justified the filing of a petition for certiorari with the CA. The parties filed their respective memoranda
as required under the Resolution dated
In its Memorandum, petitioner raises the following
arguments, to wit:
THE COMPLAINT IS FATALLY DEFECTIVE FOR BEING UNAUTHORIZED.
RESPONDENT JUDGE ACTED WITH GRAVE ABUSE OF DISCRETION IN DENYING PETITIONER'S MOTION TO DISMISS, NECESSITATING THE FILING OF A PETITION FOR CERTIORARI UNDER RULE 65 BEFORE THE HONORABLE COURT OF APPEALS.[6]
Petitioner claims that respondent Neri's signature in the
verification and certification against non-forum shopping attached to the
complaint filed by respondents in the RTC was defective, since there was no
proof of her authority to institute the complaint on behalf of the corporation;
and that respondent Neri is not a real party-in-interest.
We agree.
The verification and certification
against non-forum shopping reads:
x x x x
That I am the Managing Director of Bataan Hilltop Hotel and one of the plaintiffs in this case.[7]
Notably, respondent Neri signed the
verification/certification as one of the plaintiffs. However, we find that respondent Neri is not
a real party-in- interest. Section 2,
Rule 3 of the Rules of Civil Procedure provides:
SEC. 2. Parties-in interest. – A real party-in-interest is the party who stands to be benefited or injured by the judgment in the suit, or the party entitled to the avails of the suit. Unless otherwise authorized by law or these Rules, every action must be prosecuted or defended in the name of the real party-in-interest.
And “interest,"
within the meaning of the rule, means material interest, an interest in issue
and to be affected by the decree, as distinguished from mere interest in the
question involved, or a mere incidental interest.[8] Cases construing the real party-in-interest
provision can be more easily understood if it is borne in mind that the true
meaning of real party-in-interest may be summarized as follows: An action shall be prosecuted in the name of
the party who, by the substantive law, has the right sought to be enforced.[9]
The RTC based
its conclusion that respondent Neri had a cause of action against petitioner on
the allegations in the complaint. The CA, however, did not rule on the matter
despite the fact that it was raised in petitioner's petition for certiorari filed
before it and merely said that there was no necessity to discuss such issue
after deciding the other grounds raised in the petition.
We find the RTC in error.
A reading of the allegations in the complaint shows that the acts
complained of and said to have been committed by petitioner against respondents
have solely affected the hotel's operations where respondent Neri was the
hotel's Managing Director and whose interest in the suit was incidental. Thus,
we find that respondent Neri has no cause of action against petitioner.
Consequently, the plaintiff in this case would only be respondent Coalbrine.
A
corporation has no power, except those expressly conferred on it by the
Corporation Code and those that are implied or incidental to its
existence. In turn, a corporation
exercises said powers through its board of directors and/or its duly authorized
officers and agents.[10] Thus, it has been observed that the power of
a corporation to sue and be sued in any court is lodged with the board of
directors that exercises its corporate powers.
In turn, physical acts of the corporation, like the signing of
documents, can be performed only by natural persons duly authorized for the
purpose by corporate by-laws or by a specific act of the board of directors.[11]
In
this case, respondent Coalbrine is a corporation. However, when respondent Neri filed the
complaint in the RTC, there was no proof that she was authorized to sign the
verification and the certification against non-forum shopping.
The Court has consistently held that the requirement
regarding verification of a pleading is formal, not jurisdictional. Such requirement is simply a condition
affecting the form of the pleading, non-compliance with which does not
necessarily render the pleading fatally defective.[12]
Verification is simply intended to secure an assurance that the allegations in
the pleading are true and correct, and not the product of the imagination or a
matter of speculation, and that the pleading is filed in good faith. The court
may order the correction of the pleading if verification is lacking or act on
the pleading although it is not verified, if the attending circumstances are
such that strict compliance with the rules may be dispensed with in order that
the ends of justice may thereby be served.[13]
On the other hand, the lack of certification against non-forum
shopping is generally not curable by mere amendment of the complaint, but shall
be a cause for the dismissal of the case without prejudice.[14] The same rule applies to certifications
against non-forum shopping signed by a person on behalf of a corporation which
are unaccompanied by proof that said signatory is authorized to file the
complaint on behalf of the corporation.[15]
In Philippine Airlines, Inc. v. Flight Attendants and
Stewards Association of the Philippines (FASAP),[16]
we ruled that only individuals vested with authority by a valid board
resolution may sign the certificate of non-forum shopping on behalf of a
corporation. We also required that proof of such authority must be attached. Failure to provide a certificate of non-forum
shopping is sufficient ground to dismiss the petition. Likewise, the petition
is subject to dismissal if a certification was submitted unaccompanied by proof
of signatory's authority.
While there were instances where we have allowed the filing
of a certificate against non-forum shopping by someone on behalf of a corporation
without the accompanying proof of authority at the time of its filing, we did
so on the basis of a special circumstance or compelling reason. Moreover, there
was a subsequent compliance by the submission of the proof of authority
attesting to the fact that the person who signed the certification was duly
authorized.
In China
Banking Corporation v. Mondragon International Philippines, Inc.,[17] the CA
dismissed the petition filed by China Bank, since the latter failed to show
that its bank manager who signed the certification against non-forum shopping was
authorized to do so. We reversed the CA and said that the case be decided on
the merits despite the failure to attach the required proof of authority, since
the board resolution which was subsequently attached recognized the pre-existing
status of the bank manager as an authorized signatory.
In Abaya Investments Corporation
v. Merit Philippines,[18] where
the complaint before the Metropolitan Trial Court of Manila was instituted by
petitioner's Chairman and President, Ofelia Abaya, who signed the verification
and certification against non-forum shopping without proof of authority to sign
for the corporation, we also relaxed the rule. We did so taking into
consideration the merits of the case and to avoid a re-litigation of the issues and further delay the
administration of justice, since the case had already been decided by the lower
courts on the merits. Moreover, Abaya's authority to sign the certification was
ratified by the Board.
In the present case, the RTC, in denying petitioner's motion
to dismiss the complaint when the latter raised respondent Neri's lack of
authority to sign the certification, found that respondent Neri testified that
she was the Managing Director of the Bataan Hilltop Hotel which was being
leased by respondent Coalbrine, and that she was authorized by the Corporate
Secretary to file the case. Notably,
while the matter of lack of authority was raised by petitioner in its petition
for certiorari filed with the CA, it chose not to tackle the issue after
disposing of the other issues raised therein.
We cannot agree with the RTC's reasoning and find the
certification signed by respondent Neri to be defective. The authority of respondent Neri to file the
complaint in the RTC had not been proven. First, the certification against non-forum
shopping did not even contain a statement that she was authorized by the
corporate secretary to file the case on behalf of Coalbrine as she claimed. More importantly, while she testified that
she was authorized by the corporate secretary,
there was no showing that there was a valid board resolution authorizing
the corporate secretary to file the action, and to authorize respondent Neri to
file the action. In fact, such proof of
authority had not been submitted even belatedly to show subsequent compliance. Thus, there was no reason for the relaxation
of the rule.
As to respondents' claim that
petitioner Republic of the Philippines was not a party to the civil case
subject of this petition since Administrator Quindoza was the sole defendant
therein and, thus, has no personality to
file this petition, their claim is not persuasive.
Notably, Administrator Quindoza was sued for damages for
certain acts that he allegedly committed while he was the Zone Administrator of
the Bataan Export Processing Zone.
Therefore, the complaint is in the nature of suit against the State, and
the Republic has the personality to file the petition.
Anent respondents' claim that the RTC
Order denying a motion to dismiss is a mere interlocutory order, thus, not
appealable and may not be a subject of a petition for certiorari filed
by the petitioner before the CA, the same is also not meritorious.
While indeed, the general
rule is that the denial of a motion to dismiss cannot be questioned in a
special civil action for certiorari,
which is not intended to correct every controversial interlocutory ruling,[19]
and that the appropriate recourse is to file an answer and to interpose as
defenses the objections raised in the motion, to proceed to
trial, and, in case of an adverse
decision,
to elevate the entire case by appeal in due course,[20] this rule is not absolute.
Even when
appeal is available and is the proper remedy, the Supreme Court has allowed a
writ of certiorari (1) where the
appeal does not constitute a speedy and adequate remedy; (2) where the orders
were also issued either in excess of or without jurisdiction or with grave
abuse of discretion; (3) for certain special considerations, as public welfare
or public policy; (4) where in criminal actions, the court rejects rebuttal
evidence for the prosecution as, in case of acquittal, there could be no
remedy; (5) where the order is a patent nullity; and (6) where the decision in
the certiorari case will avoid future
litigations. [21]
In this case, we find that the RTC committed grave abuse of
discretion amounting to lack of jurisdiction when it failed to consider the
lack of proof of authority of respondent Neri to file the action on behalf of
the corporation as we have discussed above.
WHEREFORE, the petition for review is GRANTED.
The Decision dated January 21, 2004 of
the Court of Appeals in CA-G.R. SP No
74667 is REVERSED and SET ASIDE.
The Complaint in Civil Case No. 548-ML pending in the Regional Trial
Court, Branch 4, Balanga,
SO
ORDERED.
DIOSDADO M. PERALTA
Associate Justice
WE
CONCUR:
RENATO C. CORONA
Associate
Justice Chairperson |
|
|
PRESBITERO J. VELASCO, JR. Associate
Justice |
ANTONIO EDUARDO B. NACHURA Associate
Justice |
|
JOSE CATRAL Associate
Justice |
|
ATTESTATION
I attest that the conclusions in the above
Decision had been reached in consultation before the case was assigned to the
writer of the opinion of the Court’s Division.
RENATO
C. CORONA
Associate Justice
Third Division, Chairperson
Chief Justice
[1] Penned by Associate Justice Eugenio S. Labitoria, with Associate Justices Mercedes Gozo-Dadole and Rosmari D. Carandang, concurring; rollo, pp. 36-41.
[2] Penned
by Judge Benjamin T. Vianzon; id. at 76-79.
[3]
[4]
[5]
[6]
[7]
[8] See
Uy v. Court of Appeals, 372 Phil. 743, 752 (1999).
[9]
[10] Shipside
Incorporated v. Court of Appeals, 404 Phil. 981, 994 (2001).
[11]
[12]
[13]
[14] Rules of Court, Rule 7, Sec. 5.
[15] See
Shipside Incorporated v. Court of Appeals, supra note 10, at 995.
[16] G.R. No. 143088,
[17] G.R.
No. 164798,
[18] G.R.
No. 176324,
[19] Villarica Pawnshop , Inc. v.
Gernale, G.R. No. 163344, March 20, 2009, 582 SCRA 67, 77, citing Heirs
of Florencio Adolfo v. Cabral,
530 SCRA 111, 117 (2007) and Khemani v.
Heirs of Anastacio Trinidad, 540 SCRA 83, 93 (2007).
[20]
[21] Id. at 77-78, citing Development Bank of the Philippines v. Pingol Land Transport System Company, Inc., 420 SCRA 652, 661 (2004), citing Casil v. Court of Appeals, 349 Phil. 187 (1998).